The story begins where Uncanny X-Men Vol 1 345 ended, with an explosion affecting the spaceship of the X-Men. Stan Lee comments on the action and says he loves explosions. Because you don't have to write any dialogue for explosions. The next panel reveals that Stan is observing the action in space through a giant machine. He explains that he is sitting atop the Marvel Building in New York. The machine is the most powerful telescope in the known universe.

Stan shifts his attention to what seems to be another planet. He thinks he has discovered the lost planet Zenn-La, home to Silver Surfer. He then realizes the "planet" is only a speck of dust on the lens. Stan steps away from the telescope and invites the "True Believers" to join him in the hallowed halls of Marvel.

Stan introduces the readers to giant statues of the Marvel characters. On one side stand Black Bolt, Namor, the Hulk, and what seems to be the Vision. On the other side stand Captain America, Spider-Woman, Spider-Man, Daredevil, and what seems to be the Black Cat. More statues stand in the shadows. Stan warns that readers are expected to recognize each and every one of them. Or else Marvel will send them back to its competitors.

Stan then steps in front of statues of Photon and Captain Britain. Workers appear to be working on a statue of the Thing, with only the fist visible. Stan explains that they are redesigning the statues of the Fantastic Four, but first they have to figure what the Four look like. Stan jokes that the Four change more often than the diapers of a baby, meaning that they are always changing. By comparison. He mentions that Superman has been known to change his costume.

Stan then addresses the readers who are mad about mutants, and points them to to the "head honcho" who started it all. He clarifies he started it next Jack Kirby and Stan himself. The statue he is pointing to is that of Charles Xavier. Stan introduces him as the guy who proved bald can be beautiful.

Stan starts a short reminder of the X-Men changes through the years, while pointing to the respective statues. The original 5 X-Men were created in the early 1960s. The late 1960s introduced Havok and Polaris. The mid-1970s introduced Colossus and Nightcrawler. The 1980s brought us a team featuring Longshot and Storm. He finishes with three more recent X-Men: Rogue, Gambit, and Bishop.

Stan then warns the readers that they do not know the true origin of the X-Men. He then starts a flashback tale. It begins in Annandale-on-Hudson, a sleepy college town. In particular in one house, the Grey's House. It is a quiet house along a tree-lined street. It is a place where content people live, thinking content thoughts and living quiet, uneventful lives.

John Grey is particularly content. Several months ago he thought he lost his 11-years-old daughter Jean forever. Now she is returned to him. John enters his daughter's bedroom to check on her. He finds her still awake, which mildly surprises him at this hour of the night. She is on the floor kneeling and explains that she was saying her prayers and got carried away thinking about Professor Xavier. After what happened to Annie Richardson and what happened to Jean's head, Xavier helped make Jean normal again. And she is grateful for it.

John begins to tuck Jean in bed and starts calling her "Princess". Jean interrupts him and points at the window of her room. There seems to be a falling star out there, which she sees as a good sign for her recovery. She asks if she is better and John answers that it is hard for him to tell. To her father, Jean always seemed perfect and nobody can get better than perfect. Jean smiles and points that her "Daddy" always says the same thing. He points that he says it because it is true. He then instructs her to get to sleep, as tomorrow is her first day back at school. Jean hugs her teddy bear and falls asleep.

John starts thinking about Jean's situation. When she witnessed her best friend Annie die, it was as if Jean's heart died with her. He consulted so-called specialists on his daughter's extreme state of depression and they all insisted that her case was hopeless. Everyone except Professor Xavier. It seems to him as if Xavier managed to reach in and pull her out from inside her own mind. John feels that he owns the man a debt which he can never repay.

The scene changes and follows the "falling star". It is already flying over Mount Rushmore in South Dakota. It lands nearby and is revealed to be a human being. It is a time-traveling Rachel Summers. She once made her home in the 20th century, but now has managed to make a life for her herself 2000 years in the future. She time-traveled back 2000 years and feels as if coming home. Though she is not happy about it. She comments to herself that when she chose to follow "her" through the centuries, she was not sure where they were going or why. She judges from the structure around her that she landed in the latter half of the 20th century.

Rachel attempts to use her fraction of the Phoenix Power to get some answers. She illuminates the South Dakota-barn she is in and finds herself staring at a partly-constructed Master Mold, the first of the Sentinels. The narration explains that in approximately three years' time, the Sentinels will roam the streets and search for mutants. But for the time being, there is only one of them. Rachel figures out why "she" came to this specific era and knows that "she must be stopped".

The vision changes. He sees Destiny attempting to assassinate Robert Kelly. Shadowcat intervenes and fights Destiny. Lawrence says that "Others" want to kill humans, a particular human. He is a politician, a man of power. A human that can make a difference.

Bolivar Trask instructs his troubled son that this vision is only in his mind. He wants him to calm down, to listen to his voice, and to follow it home. He thinks that Lawrence's visions are clairvoyant glimpses to the future which for his son are real. Only the amulet which Bolivar constructed is able to stop the constant onslaught of visions. He knows his son will wake with no memories of this incident. Only Bolivar will bear the burden of knowing that Lawrence is a mutant.

He thinks back to what happened to his wife and daughter. Lawrence had predicted the very hour of his mother's death but Bolivar failed to believe him and took no measures to prevent it. Bolivar now questions if he is to blame for the death. The narration explains that Bolivar has an extraordinarily secret shame. He thinks that both his children were different than most people (actually they were mutants). He understood that and worked tirelessly to protect them.

Bolivar thinks he is still uncertain from whom the danger to them is coming. From themselves, from humans without their special powers, or from other mutants who might try to exploit their abilities? Despite all his efforts, he failed his wife and daughters. He looks at an old picture of his family (depicting Bolivar himself, Mrs. Trask, Tanya, and Lawrence) and thinks about how much he misses Tanya. He fails to notice a female figure watching him from a distance.

Bolivar's thoughts turn to the fate of mankind. His studies and research, and the "ramblings" of Lawrence that he recorded has led him to one conclusion. People like Lawrence (mutants) represent the next step in humanity's evolution. At this moment Lawrence comes to his senses and asks if he had another spell. Bolivar lies to him, claiming Lawrence simply passed out due to working for such long hours. Bolivar thinks that he hates lying to his son, but the truth about his blackouts would devastate him.

Lawrence says that he needs to pull his weight around here, instead of being a burden and pulling his father away from his life's work. The two of them go to check on their Sentinels, which are still only non-functioning mechanical parts that need to be assembled into full robots. Bolivar complains that it is not only his own life's work but that of Larry's also. The Sentinels may well prove to be humanity's last stand against what Bolivar believes will be a natural corruption of the gene pool in coming generations of humanity. He imagines a world overrun by genetically-gifted humans who are unable to control their abilities.

Lawrence comments that while the rest of the world is sleeping, he and his father toil and prepare for the day their government acknowledges the need for Sentinels. Lawrence reassures his father that the government will soon understand. Bolivar instructs him to go get a good night's sleep. Tomorrow they are meeting Henry Peter Gyrich. The meeting will bring them one step closer to gaining official support, a support that is necessary for their part in the Genetic Civil War which simmers on the horizon.

Lawrence steps outside to head to his bedroom. He fails to notice Rachel observing him. She is using a fraction of her psionic powers to make him ignore her presence. She is tempted to rearrange his thinking and realign his "misguided" priorities. With such a little effort, she could prevent a thousand tragedies. But she does not dares, for she knows that once time is altered more damage can take place.

Rachel's thoughts are interrupted by Tanya Trask's mental accusations. She thinks Rachel's thoughts are mere rationalizations of her cowardice. Tanya attacks Rachel with pure, raw psionic energy. Tanya says that Rachel should not have followed her there, nor forced their confrontation. She reminds Rachel of their first meeting. Tanya was in a near-mindless state after years spent adrift in the time stream, where her untrained mutant powers had sentenced her. Rachel managed to rescue her. But they both knew they would ultimately confront each other.

Tanya explains that she can not sit back and watch as these two great men, father and son, help destroy a world through their genius and zeal. She returned to the eve of destruction to turn them away from the conflagration that will consume them all. Rachel tries to reason with "Sanctity", claiming that she would damage the sacred tapestry of time. She also reminds her of their relationship. They found each other and bonded in the time stream, though Tanya was all but insane. She should know how wrong this is.

Tanya is too enraged to listen and attacks again. She claims that what is "wrong" is what Apocalypse the "Dark Lord" is doing in their future. "Wrong" is that humanity waited so long for the Twelve and they sorely disappointed them all. And what is "wrong" is that Rachel is slowly gathering an Askani Sisterhood to prepare for the coming of the Askani'son, a mythological being.

Rachel displays the Phoenix raptor and breaks free of the attack. She tells Sanctity that she understands her pain, just as much as Sanctity must understand that Rachel cannot let her do this. Rachel attacks Sanctity, but discovers that the woman before her was nothing more than a psionic ghost of her "best friend". She realizes the whole fight was a mere distraction.

The scene shifts to Bolivar Trask's laboratory. Bolivar is still working but notices the presence of a stranger and invites whoever it is to come out of the shadows. He figures the stranger is a mutant who has learned of his efforts and is here to try and stop him. When she steps into the light, Bolivar is surprised to see that the stranger is his missing daughter. They embrace.

Tanya asks if he remembers when she first manifested her genetic mutation. She would phase out of synch with time. Each spell found her away longer and longer. She says she found a friend, another mutant, who pulled her to shore in the future. So far into the future. Bolivar says that what is important is that Tanya has returned home. Tanya explains that her time here is short. The strain of maintaining a grip here in the past is taking its toll on her mind and body. But first she has to convince Bolivar and Lawrence to abandon their crusade.

She continues to speak but notices that Bolivar is not listening. Rachel has taken control of his mind, and explains that she will erase the memory of the father-daughter meeting. Tanya admits that Rachel is her mentor in the use of her psionic and chronal abilities. She can't stop her in a fair fight. Rachel chastises her and asks "what were you thinking". Tanya tries to explain her reasons, though she is uncertain of them.

Outside, Lawrence has found physical evidence of their fight in the form of property damage. He takes it a sign that Bolivar's theories on mutants are correct and that they walk among them. Inside, Rachel instructs Tanya that is time to leave. Tanya asks for a moment to say goodbye to her unconscious father. She tells Bolivar that his daughter loves him.

As they leave, Rachel feels that there is something about her friend's actions that she missed. Bolivar regains consciousness and Lawrence arrives. He asks whether his father is still alive, half-believing that he is wounded. Bolivar thinks he simply passed out due to exhaustion. Lawrence wants his father come to see the courtyard, where there is proof of their previously unseen threat. They both fail to notice a nearby computer which is connected to the Master Mold. Tanya has programmed it with a new program, called “The XII”. It is programmed into the Master Mold and then all references are deleted.

Stan wraps up the shooting of the story, as if he is a film director. He hopes that the readers paid attention to all the details. There might be a surprise quiz. They didn’t do all this research for their health. He has to go now, as there are more flashback issues for him to mess up. If people wonder why he has been working hard lately, it is mostly because the pay isn’t great, but the perks are. Where else can he dress up like Uatu the Watcher? Now he must go, for mutants are born every day and he has to sign them up before the Distinguished Competition gets to them first!

Notes

This issue partially reveals the origin of Sanctity. It mentions events previously never mentioned or depicted.

The "Distinguished Competition", or "D. C.", is the traditional Marvel nickname for DC Comics.

The storyline was continued in Uncanny X-Men Vol 1, issues 246 and 247 (July-August, 1989). The Master Mold declares that the destruction of the Twelve is its prime mission. These issues conclude with the Master Mold merging with the Nimrod and passing through the Siege Perilous.

Uncanny X-Men Vol 1 -1 reveals how the Master Mold could know information from the future. Because Tanya Trask programmed it with it.

Both Rachel and Tanya time-traveled from the far future of Earth-4935. However they both come from a time before the foundation of the Askani Sisterhood and they are still young women.

Technically it is difficult to tell whether this issue includes Rachel Summers the Phoenix or Rachel Summers the Mother Askani. Both are natives of Earth-811, they are temporal duplicates of each other, and their histories are identical up to a point. The distinction that one aged and died, and the other remained young was not established until a retcon in 2001.

The Marvel Chronology Project, which tracks character appearances, have the following information about the characters of the issue:

Lawrence Trask appears here following his appearance in First X-Men Vol 1 5 (March, 2013). His next chronological appearances is a flashback scene in X-Men Vol 1 57 (June, 1969). His next full appearance is the main story in X-Men Vol 1 57.

This is the earliest chronological appearance for Tanya Trask, as her earlier adventures are mentioned but not depicted. Her next chronological appearance is in Askani'son Vol 1 1 (January, 1996).

In this issue Jean Grey is stated to be 11-years-old and the Sentinels' debut is stated to be 3 years in the future. This would make Jean 14-years-old in the Sentinels' first appearance in in X-Men Vol 1 14 (November, 1965). This sounds as a bit implausible, since the X-Men were depicted as older teens by their first appearances in 1963.

This issue helps establish that the Sentinels were in development years before the first appearance of the X-Men.

Technically, this issue contradicts a time-travel rule established by Mark Gruenwald. His stories had it that time travel can not really affect the past, any changes caused by it simply create an alternate reality. In this case both Rachel and Tanya cause changes in the fates of Bolivar Trask and Lawrence (who find physical evidence of a battle between mutants) and the Master Mold (who receives new programming). No alternate reality is created. Marvel eventually abandoned Gruenwald's rule and this is probably among the first stories in these direction.

This issue does not seem to have actual villains. Its relatively small cast tends to include only sympathetic characters who act in the way they think would best benefit other people or humanity at large. Tanya wishes to change the timeline to avert tragedy, Rachel believes that changing the timeline could result in even greater tragedy. Bolivar wishes to protect his family, country, and mankind at large, Lawrence wants to be a dutiful son and follows in his father's footsteps. Master Mold is stillbeing programmed and is not malicious. John Grey is a loving father and Jean seems like the perfect daughter.

Trivia

Tanya argues that the Twelve came too late and were not worth the long wait. The long-running storyline concluded in the Apocalypse: The Twelve crossover of the 2000. By this point most fans had lost interest in the concept. The resolution mostly ignored all previous clues to the identities of the Twelve and was considered disappointing. Fan sentiments about the storyline tend to mirror the comments of Tanya, as if she was already familiar with the actual future.